Integra LifeSciences to acquire Acclarent from Ethicon for $275M cash plus $5M milestone

INTEGRA LIFESCIENCES HOLDINGS CORP

Purchase price: $275M in cash at closing, plus $5M regulatory milestone; acquisition of all outstanding shares of Acclarent.
Acclarent generated ~$110M revenue in 2022 with gross margins in line with Integra's company average.
Deal expected to close by Q2 2024, subject to HSR clearance, IIA approval, and other customary conditions.
Acquisition is accretive to Integra's long-range plan and adds ~$1B to CSS total addressable market.
Acclarent's ENT portfolio (balloon dilation, navigation systems) is adjacent to Integra's neurosurgery business.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

INTEGRA LIFESCIENCES HOLDINGS CORP entered into Purchase Agreement with Ethicon, Inc. valued at $275.0 million in cash (effective 2023-12-12).

Action: entry
Agreement: asset purchase
Counterparty: Ethicon, Inc.
Value: $275.0 million in cash
Effective: 2023-12-12

Exact text from the filing

On December 12, 2023, Integra LifeSciences Holdings Corporation, a Delaware corporation (the “Company”), entered into a stock purchase agreement (the “Purchase Agreement”) between the Company, Integra LifeSciences Israel Ltd., a private company organized under the laws of the State of Israel and a wholly-owned subsidiary of the Company (“Buyer Israeli Sub”), and Ethicon, Inc., a New Jersey corporation (“Seller”), pursuant to which the Company agreed to acquire all of the outstanding common shares (the “Transferred Shares”) of Acclarent, Inc., a Delaware corporation and wholly-owned subsidiary of Seller (“Acclarent”) for $275.0 million in cash, subject to customary purchase price adjustments, and a cash payment of $5.0 million upon the achievement of a regulatory milestone .

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Source: SEC EDGAR

accession 0000917520-23-000077

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